REG - US Solar Fund PLC US Solar Fund - USFP - Full Year Results to 31 Dec 2025 & Notice of AGM

Us Solar FundAnnouncement

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RNS Number : 2177X  US Solar Fund PLC  19 March 2026

19 March 2026

 

US SOLAR FUND PLC

(the 'Company')

 

FULL YEAR RESULTS TO 31 DECEMBER 2025

NOTICE OF AGM

 

US Solar Fund plc (LON: USF (USD)/USFP (GBP)), the renewable energy fund
investing in utility-scale solar power plants across North America, announces
its annual results for the year ended 31 December 2025.

 

FINANCIAL HIGHLIGHTS

 

 ·         Audited Net Asset Value (NAV) of $186.2m or $0.60 per share (2024: $194.2m or
           $0.63 per share), down 4.1%, largely driven by:
           -                                         Positive movements in forecast energy price assumptions, supported by
                                                     strengthening electricity demand in the US and constraints on the development
                                                     of new generation capacity
           -                                         Offset by revisions to operating and generation assumptions, reflecting
                                                     detailed discussions between Board and Investment Manager regarding the seven
                                                     assets previously identified as requiring capital works, as well as a broader
                                                     review of portfolio performance
           -                                         Dividends of 2.25 cents per share for 2025. Operational dividend cover of
                                                     0.96x for 2025 (2024: 1.10x)
 ·         IFRS loss for the year of $0.05m (2024: ($34.9m)), primarily the result of the
           reduction in the overall unrealised fair value of the Company's assets due to
           changes to underlying asset cash flow forecasts and other factors

 

Gill Nott, Chair of US Solar Fund, said:

 

"In 2025, the Board's focus has been clear: to maintain financial strength,
improve operational reliability and preserve strategic optionality.  The
Board and Investment Manager worked closely together to deliver on these
priorities within the practical constraints of the portfolio and prevailing
market conditions.

 

Balance sheet resilience and capital discipline drove decision-making
throughout the year. The Company proactively eliminated near-term refinancing
risk, simplified asset-level ownership structures and preserved financial
flexibility through portfolio-level debt structured to remain with the
underlying assets. In parallel, a structured remediation programme was
advanced across underperforming assets, alongside broader operational
initiatives to strengthen contractual oversight, improve spare parts planning
and build technical capability.

 

While remediation initiatives aimed at improving operational reliability have
not yet translated into sustained improvements in generation and cash flow,
meaningful progress has been made in addressing the underlying issues. In this
context, the Board determined that preserving liquidity and strengthening the
balance sheet remain the Company's immediate financial priorities.
Accordingly, and after careful consideration, the Board has decided to
temporarily pause regular dividends. A dividend of 0.255 cents per share will
be declared for Q4 2025, with the level of future distributions to be
determined once performance and cash generation improve. The Board believes
this reflects a prudent approach to capital allocation.

The Board will continue to reinforce financial resilience, work closely with
the Investment Manager to restore operational reliability and maintain
readiness to pursue value realisation opportunities where conditions support
an appropriate outcome for shareholders."

 

OPERATIONAL HIGHLIGHTS

 ·         Portfolio of 41 operating solar assets with a total capacity of 443 MW(DC)
 ·         Total generation of 676 GWh (2024: 698 GWh)
 ·         Electricity generated by the Company's portfolio equates to 434,100 tCO(2)e
           emissions displaced (2024: 448,600 tCO(2)e) and 103,400 equivalent US cars
           removed from the road (2024: 106,800)
 ·         Overall generation was 11.7% below budget, of which 0.4% was attributable to
           below forecast solar irradiance (versus 2.9% in 2024), and 11.3% attributable
           to unscheduled outages and other non-irradiance related factors (versus 6.1%
           in 2024)
 ·         Addressing underperformance caused by unplanned outages remains the Company's
           immediate operational priority. Targeted remediation initiatives continue
           across the portfolio, supported by clearly defined action plans to resolve
           identified issues and improve asset reliability. While many of these measures
           have been initiated, operational recovery requires time to deliver improved
           performance and financial outcomes. Delivering consistent improvements in
           asset performance is critical to strengthening cash generation and restoring
           stability across the portfolio
 ·         Portfolio weighted average PPA term of 9.9 years (2024: 10.9 years). All PPA
           counterparties are investment-grade (average offtaker credit rating remains
           BBB+)

 

CAPITAL MANAGEMENT

 ·         During the period, the Company secured new senior debt facilities, eliminating
           near-term refinancing risk, optimising the Company's capital structure, and
           preserving financial flexibility through portfolio-level debt structured to
           remain with the underlying assets
 ·         As at 31 December 2025, the Group's Gearing, calculated as total debt
           outstanding to Gross Asset Value (GAV), was approximately 40% (2024: 40%)
 ·         While remediation initiatives aimed at improving operational reliability have
           not yet translated into sustained improvements in generation and cash flow,
           meaningful progress has been made.  In this context, the Board has made the
           decision to take a prudent capital management approach, to preserve liquidity
           and strengthen the balance sheet
 ·         Dividend of 0.255 cents per share declared for Q4 2025; reflecting a reduction
           from the previously announced dividend target in line with current generation
           and revenue performance, and set having regard to the Company's investment
           trust distribution requirements. The level of future distributions will be
           determined once there is sufficient visibility of improved portfolio
           performance and sustainability of cash generation

 

OUTLOOK

 ·         During 2025, a rapidly evolving federal policy environment following the US
           election drove a broad reset of energy, trade, and economic priorities,
           materially altering the outlook for renewable energy development
 ·         Collectively, these policy developments are expected to constrain US renewable
           energy development in the short to medium term, while expectations for
           sustained electricity demand growth remain. In this environment, supply
           constraints may support longer-term power price fundamentals, relevant for
           established operating assets such as those in the Company's portfolio.
           However, the practical impact on valuation trends, transaction activity and
           broader market dynamics is still emerging
 ·         In November, the Board engaged with select advisers to assess prevailing
           conditions in the US market for the sale and acquisition of operational solar
           assets. This formed part of the Board's ongoing monitoring of valuation
           trends, transaction activity and broader market dynamics
 ·         Based on available transaction data, feedback from advisers and discussions
           with shareholders, the Board did not observe sufficient evidence of market
           conditions that would support value realisation consistent with its assessment
           of the portfolio. Accordingly, while strategic opportunities were actively
           considered during the period, the Board did not advance actions in that
           direction
 ·         The Board continues to evaluate strategic options that may enhance or realise
           shareholder value and will pursue such opportunities as and when market
           conditions support appropriate value realisation

 

 

NOTICE OF AGM AND OTHER INFORMATION

 

The Company's 2026 Annual General Meeting ("AGM") will be held on 28 May 2026
at 3:00pm at the offices of JTC (UK) Limited, The Scalpel, 18th Floor, 52 Lime
Street, London EC3M 7AF.

 

Because the Company's shares traded at an average discount to NAV in excess of
10% during 2025, the Articles require that a special resolution be proposed at
the AGM, at which shareholders will be asked to consider whether the Company
should be wound up or otherwise reconstructed. If such a resolution were
passed, the Articles provide the Board with up to four months to put forward a
proposal to shareholders.

 

The Board believes that the underlying value of the portfolio is not currently
reflected in the Company's share price. However, prevailing market conditions
and available transaction data do not provide sufficient evidence of
transaction conditions that would support value realisation. An accelerated or
forced realisation would therefore risk producing an outcome that does not
appropriately reflect the long-term fundamentals of the portfolio.

 

In light of this, and reflecting initial feedback from some shareholders, the
Board does not consider a discontinuation to be in the shareholders' best
interests and therefore recommends that shareholders vote against this
resolution.

 

The Company's Annual Report and Financial Statements for the year ended 31
December 2025 and the formal Notice of the Annual General Meeting will be
posted to shareholders. In accordance with UK Listing Rule 6.4.1, copies of
the documents have been submitted to the UK Listing Authority and will shortly
be available to view on the Company's corporate website
at http://www.ussolarfund.co.uk (http://www.ussolarfund.co.uk/)  and for
inspection from the National Storage Mechanism
at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

 

 

ENDS

 

 US Solar Fund                      +44 20 7939 0550

 Meredith Frost (Amber)

 Cavendish Capital Markets Limited  +44 20 7397 8900

 Tunga Chigovanyika

 Daniel Balabanoff

 KL Communications                  +44 20 3882 6644

 Charles Gorman                     USF@kl-communications.com

 Charlotte Francis

 Amy Levingston Smith

About US Solar Fund plc

US Solar Fund plc, established in 2019, listed on the premium segment of the
London Stock Exchange in April 2019. The Company's investment objective is to
provide investors with attractive and sustainable dividends with an element of
capital growth by owning and operating solar power assets in North America and
other OECD countries in the Americas.

 

The solar power assets that the Company acquires or constructs are expected to
have an asset life of at least 30 years and generate stable and uncorrelated
cashflows by selling electricity to creditworthy offtakers under long-term
power purchase agreements (or PPAs). The Company's portfolio currently
consists of 41 operational solar projects with a total capacity of 443MWDC,
all located in the United States.

 

Further information on the Company can be found on its website:
http://www.ussolarfund.co.uk (http://www.ussolarfund.co.uk/) .

 

About Amber Infrastructure Group

Amber Infrastructure Investment Advisor LLC, a member of the Amber
Infrastructure Group, was appointed as the Company's Investment Manager on 1
December 2023.

 

Amber Infrastructure is an international infrastructure specialist, focused on
investment origination, development, asset management and in Europe, fund
management. Amber's core business focuses on infrastructure assets across the
public, transport, energy, digital and demographic infrastructure sectors that
support the lives of people, homes and businesses internationally.

 

Among other funds, Amber Infrastructure advises International Public
Partnerships, a FTSE 250-listed Company with a market cap of approximately
£2.2 billion and 15-year track record of long-term investment in
infrastructure assets globally. Amber is headquartered in London with offices
in Europe, North America and Australia and employs c.180 infrastructure
professionals.

 

Amber has had a strategic partnership with the Hunt Group of Companies in the
US since 2015 and completed their previously announced strategic transaction
with Boyd Watterson in August 2024. Amber is part of Boyd Watterson Global
Asset Management Group LLC, a global diversified infrastructure, real estate
and fixed income business with over $36 billion in assets under management and
over 300 employees with offices in eight US cities and presence in twelve
countries.

 

Further information on Amber can be found on its website:
http://www.amberinfrastructure.com.

 

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